The hustle and bustle of the city could be heard all over the island of Manhattan, no where else was a testiment to this then Times Square itself. People hustled across the streets and cabs flew through the intersections getting their patrons to their destinations.

Tom Reynolds stared out the window of his bus at the passing cars and pedestrians. His school had just been on a trip to the Museum of Modern Art and some kids asked to go to Time Square and take in the scene. It was boring to Tom who grew up in the city, so boring he leaned his head against the window and closed his eyes.

The next thing he knew the bus slammed on the brakes and his head whipped forwards into the headrest of the seat in front of him. "What the hell?" he yelled as he stood up with the other srudents on his bus.

The bus driver looked frozen with fear as he stared out the front windsheild, in front of him stood five figures, three muscular men, one girl, and one man who looked like he was the size of an SUV.

The lead man stepped forward and smiled at the driver through the windsheild, "Hey Quake, how bout we raise some hell?" he said as he motioned to the bus. Quake only smiled as he grabbed the bus by the chasis under the bumper and hefted the bus off the ground.

Nuclear Winter laughed as the students inside screamed, "What did you expect? It's a no stopping zone."

Quake then shifted his weight and like a track star he spun around and flung the bus into the air and crushing it into the side of a building.

At this point, Phoenix and Shockwave floated off the ground and began to engage the approaching officers. Fire and lightning bolts criss crossed as Time Square became a bottleneck of death and destruction, Quake slammed his fists into the ground causing a wave of rocks to fly away from him into a group of cars stopped at a red light. The rocks flew out of the street and stabbed through the cars pushing them off the ground.

Brimstone smiled as he watched his newly formed team begin their conquest of New York City. However, his thoughts were interrupted by the familiar whoosh sound of Green Phantom's teleporting ability.

"Yea, Ghost?" Brimstone asked.

"Someone's coming. I'm not sure who, he was swinging from the buildings." Green Phantom reported.

For a breif second Brimstone felt a chill, it was the hero he had admired since he was a kid, the one he always dreamt of being before his life took him down the path of the villian.

Julius swung from the building as the bus slammed into it. Debris from the building dropped onto the ground. Looking down Spider-Man noticed a beautiful woman with blond hair and crystal blue eyes, he redirected and swooped in under the falling piece of ruble grabbing her. “Your alright.” He said smiling under the mask at the young woman. She has the kinda eyes that do more then talk…

He let her down lightly and shot his webbing into the air. As he flew forward he reached out his arm and pointed at the lumbering figure of Quake, “Hey Gorilla! Try picking on someone your own size, like a skyscraper.” He said as he shot webbing into the large mans eyes.

As he relocated his hands as he shot another web into a building sending him flying up into the air. He turned while ascending and with his other hand shot a large stream of webbing at the feet of Brimstone. “Five against one?” Julius said as he looked around. “That hardly seems to you!” Where is the Calvary when you need it? Spider-Man thought to himself as he pulled Brimstone off his feet and onto the ground. Probably getting scalped at little big horn.

Brimstone yelled as he got back to his feet, "Ghost! Shock! Phoenix! Take him down!"

As Green Phantom and Shockwave converged on Spider Man Brimstone ran to Quake and began to try to pry the webbing out of his eyes.

While Brimstone was assisting Quake, Shockwave flew behind Spider Man and made an attempt to shoot a lightning bolt at him, while Green Phantom tried to figure out where Spider Man would be next he fired his Demon’s touch. He only hoped that Spider Man’s reflexes weren’t that fast.

His hope was wrong. Spider-Man leapt into the air as his spider senses flared in his head. He was thrusting himself onto a nearby building where he gripped the side for dear life. The two villains hit each other with their own attacks making Spider-Man chuckle slightly. Taking advantage Spider-Man quickly shot a ball of webbing which expanded as it flew into an open net snagging the Green Phantom.

Julius examined the ‘battlefield’ as he began his swinging once more. He looked over at Quake who had now taken most of the webbing off of his head and slammed another ball of web into the large beasts eyes.

Now Brimstone was pissed, one hero was making his team look like amateurs he had to get Spider Man off his game. His spider sense was giving him the advantage, so there had to be away to use that against him.

Shockwave hit the ground with a thud and slowly got himself back up, Green Phantom tried to shake himself out of the webbing, and Phoenix landed next to Brimstone.

“Start attacking the civilians,” Brimstone growled, “he’ll have to protect them and that’s when we’ll attack.” They both smiled to each other as they turned and fired their fire balls and molten rocks into the gathering crowd.

Half a block away Quake’s roar of anger of being hit in the eyes by the webbing again shook the city block. He stomped the ground three times which made three rock spears pop out of the ground and treating them like javelins, he threw them at Spider-Man.

Spider-Man dodged the first two javelins without incident however the third splintered on a building and the debris hit him causing him to wobble on his web. Spiderman stopped his swing by planting two feet firmly on a building and shooting off of it aimed straight toward Brimstone and Phoenix who was now firing onto the crowd. Spider-Man shot his web at Phoenix whose back was turned toward him and at the crowd.

He caught her firmly in it and aimed himself at Brimstone with the intent to pummel him when the molten fireballs blew prices of the building down on the crowd. He redirected himself toward the innocents being threatened and shot his web in a pattern that disallowed the concrete to fall any further. As his back was turned Brimstone used this as an opportunity to fire one of his molten balls of fire at him. Spider-Man did a back flip and in an amazing feat of aerial acrobatics landed behind Brimstone and shot his webs locking the mans hands to his side, albeit only temporarily as Brimstone was slowly freeing himself of the webs by molting his ash armor.

There was no time to think about what to do with Brimstone as his spider senses flared up. He looked back to see Quake charging him, he rolled forward and caught the monster of a man with his feet redirecting the energy and throwing him into a large concrete building. He stood up with his legs wobbling from the pressure of the last maneuver.

The Green Phantom had finally managed to escape from his hastily constructed web. He reached his hand out and to fire another web when suddenly an image flashed into his mind. His father was there, and he looked just as he looked in the coffin at the wake… He fought against the image and suddenly it faded, his spider sense went off and he jumped, however not in time to avoid a massive punch from Quake. The Image flared into his mind again as his concentration was broken. His spider senses could only protect him from so much…

The Green Phantom was using his “Cloud Mind” ability to make Spider-Man see visions from his past. Though the Phantom didn’t know what these images were they were none the less horrifying to the Spider-Man. He was using all of his focus and power to maintain the charade.

The beautiful woman with blond hair and blue eyes smirked at the Spider’s back. Then she was moving quickly. The backpack on her back shifted to her hands as she headed into an alley way. People were running so she wasn’t concerned about anyone seeing her as she brought her costume around her using only her mind. A cylinder as thick as her arm lifted up from the backpack. Her eyes were elsewhere, however as the cylinder expanded, forming a rod. She held out her hand and the rod deposited itself into her hand, and then she rose into the air.

Her mind searched, looking for whoever had caused the ruckus. She didn’t consider herself a hero or anything, just someone blessed with gifts and having a desire to use them to help people. She saw people running around attacking Spiderman. But not one of them. He stood carefully concentrating. Her eyes flicked to Spiderman.

She tried to peer into his mind as best as she could without detection. She had heard of the Spider sense of the previous Spiderman and she knew not if this Spiderman had that same power. Green images. Her eyes moved downwards again. The man with black jeans, a black trenchcoat, a green shirt, he fit the possibility. His eyes glowed green and that cemented it for Michelle.

By this time she’d lifted very high above the battlefield and now she dove forward into the fray. Her speed increased, and she made the rod an extension of her arm, straight into the man’s stomach. She pulled back and flipped through the air, lowering to the ground. She mentally reached out to Spiderman.

Spider, it seems you needed a hand. My eyes do like to talk, but they’re only up for more under certain situations. They can see well too, and they’re impressed. Then she brought her mind back to the task at hand, and narrowed her eyes at the man in front of her. “I’m guessing you have some sort of thing for the color green.”

Green Phantom never saw the girl coming, he only felt the impact in his stomach and the feeling of weightlessness as he flew back into a mail box. As he rose, he responded, "I guess you could say that. But it looks like you've got a thing for sticking your nose in nother people's buisness," he then shot a beam of his Demon's Touch towards the interloper and tried to take away most of her energy.

Meanwhile, Shockwave was busy trying to free Phoenix from her webbing, and Brimstone mustered all his strength to free his won arms from the webbing keeping them at his sides.

In the few seconds while Spider Man was under Green Phantom's spell, Quake threw everything he had at him. However, now that the connection had been broken, they didn't have much time before Spider Man shook it off. Now, Brimstone turned to see Nuclear Winter step out of a building that he had been thrown into earlier, "Nuke! Get the fuck out here and do something!" Brimstone screamed.

Nuclear Winter then covered his fist in ice and made his way towards Spider Man, along the way small levels of radiation seeped out of his body, causing the people around him to fall over puking. As Nuke ran he hammered many bystanders and began tipping over cars.

Brimstone hoped Nuclear Winter had Spider Man's attention so he threw two molten fireballs at Spider Man. As he did he felt a wave of heat as Phoenix, now free of the webbing, had done the same thing.

“Well, I’m a girl, I love sticking my nose in other people’s business. Plus, it’s Times Square. Great shopping, great food, great entertainment. The guys with the delusions of grandeur, that ruins the ambiance for everyone, don’t you think?” She twirled the staff and used it to balance her as she flipped through the air. The beam shot between her legs and she landed, her back to her foe. Turning, she used her telekinesis to throw a wave of energy at the green one. Confident that would hold him for a while, she looked around for a target.

And found one in a man with ice covering his hands. She leapt into the air, flying close to the ground. She saw two fireballs heading for Spiderman and grabbed them with her mind. She concentrated, guiding them towards her enemy, the one with the ice in his hands. The attack threw the man backwards, and she pressed her advantage, lifting one of the taxi cabs that he’d overturned. Positioning it, she let it fly. She could see it, ripples expanding outwards as it moved through the air. That was all the time she had to spare for him, as lightning bolts flew past her. She turned and let her staff collapse. It wouldn’t bode well to have metal around when lightning was…but where was the rain?

She looked up and saw a white haired man coming down at her, throwing more bolts. Michelle rolled under a truck. The ground shook and she could see cracks appear on either side of the truck. She saw the tires sag and closed her eyes. In her mind, Crawford saw the white haired man standing on the truck, grinning. Her grin mirrored his as she threw all her strength into a huge push upwards. The F-150 lifted into the air, the white haired man with it. She went upwards as well, moving around the truck so that she found herself eye to eye with the lightning powered warrior. Her eyes flared.

Green Phantom and Nuclear Winter both were knocked against a wall and had the wind knocked out of them, taking them out of the fight temporarily.

Shockwave looked to the others to see how they were doing, but he didn't have much time to gawk since the truck he stood on jolted into the air, using his reflexes he backflipped off the hood and hovered into the air.

"You think this is bad?" Shock laughed, "You should see my foreplay."

He then backflipped in midair and pushing off the building behind him he rocketed towards the floating woman and wrapped his arms around her waist and propelled both of them towards the street below. They both landed with an audible thud and the cars around them hopped off the ground with the impact. As Shock pulled himself up he was on top of the girl he then pushed his hair out of his face and smiled, "You need to lighten up."

He then grabbed her by the neck and began to channel a few bolts through his hands. "This might hurt," he laughed.

Spider-Man watched as the Mysterious women leapt into action. He smirked to himself as the fireballs directed at him were driven into a nearby opponent. The smirk was short lived however as a molten ball of magma slammed into the building where he had once been. “Jeez you guys don’t play nice!”

The World seemed to slow down as Spider-Man surveyed the scene. He shot his webbing at Phoenix and dove forward toward Quake. He landed a fist on the bests chin stinging his own hand. Quake swung a mighty blow which Julius barely avoided by diving sideways. As he dived he shot another web this time at Brimstone locking his outstretched hands together. Julius stood up only to feel a tingle of his spider senses. Quake hadn’t given up, he charged Julius flinging a large amount of rocks and debris. Dodging all of them was a problem as there was so much, however the amazing Spider-Man managed to dodge the largest of pieces several fist sized rocks slammed into him.

Stumbling from the blow Spider-Man didn’t have time to think. The Giant has struck out with his fist coming within inches of landing it on the masked head of Hero. However Julius was able to catch the fist as it flew into him with his own arm. His feet were planted to the ground however the lumbering figure began to push him across the ground, his feet dragging the whole way. Suddenly Spiderman hit a wall. He kicked violently up hitting the man in the chin with a powerful foot and giving him the opportunity to jump and climb onto the wall. He shot his web and got a high view as Quake apparently wanted to bring down the building around him. Spiderman shot his webs and lifted the beast by his foot above the ground hanging helplessly from an overhang. He used the temporary lull in combat to spin the creature around and wrap it tightly in the web.

Brimstone had given up trying to take the webbing off by himself, he still had use of his arms together and thus began to shoot his balls of fiery death at the hero once more. Spiderman jumped closing the distance as much as possible before another molten ball seared his side. He punched Brimstone who was helpless to defend as his hands were covered in web. Punch, Punch, Punch. Spider-Man didn’t hold back breaking through the last bits of Brimstones armor with all his might.

Phoenix turned as she heard Brimstone fighting with Spider Man, with all her might she threw three fireballs at Spider and one at Brimstone's hands.

The first three Spider Man dodged easily but it gave Phoenix time to "round up" the troops and get everyone together. Quake fell to the ground with a thud as his net was melted by Brimstone.

Now Brimstone was beyond pissed, "Everyone, let's get out of here! Regroup!"

Nuclear Winter had finally caught his breath and lifted the prone Green Phantom over his shoulder and ran into the street near Brimstone. "What do we do boss?" Nuke asked.

Brimstone looked around and spied a large building full of windows full of people, it had the words MTV on it which brought a smile to Brimstone's face. "Everyone! Take down that building!"

All at once everyone gave all they could towards to MTV building, until finally the foundation began to wobble and debris rained down. "Ok, now lets get out of here!" They all turned and took off away from Times Square towards the Bronx.

Brimstone then turned one last time to see Shockwave still fighting, "Shock! We're leaving now!"

Shockwave had more important things on his mind. Escape was something he desired, yes, but at the moment his enemy had done something he hadn’t expected. She’d wrapped her legs around his waist and reached with her mind, forcing him to continue the electric attack. She didn’t know if it was possible, but she was going to try to bleed him of all of his powers. Michelle hadn’t seen anything that powered the man, and didn’t know if he self generated the electricity, but that didn’t mean she couldn’t try.

Using her telepathy, she forced him to keep up the electricity. She smiled, shunting the pain away as best as she could. Light and stray electricity shot upwards, as most of it went straight into the ground. Finally, there was an explosion, and he was thrown upwards. He looked down at her. “Another time. Maybe under different circumstances, blondie.” He used the space to start flying and headed for the rest of his friends. Michelle groaned in pain and her head slumped back to the ground.

=-=-=-=-=-=-=

The host of TRL smiled at her. Cassandra just shrugged and dodged the question. “No, its not true, despite the rumors that have been going around. I’m serious when I say, I’m single and I intend on keeping it that way. My schedule is just too busy.” The man just nodded and moved onto the next questions. Cassie commented on how amazing she felt to have the number one song in the country, with peak downloads on iTunes exceeding two million. In her mind, she thought about the past years and how quickly they’d flown by. She also thought about how her career had soared.

Then she thought about the huge explosion and the debris everywhere. People screamed, and sparks showered. She was instantly reminded of only a years earlier, the super that had died to save her, Zoey, and the Professor. She was also reminded of the super that had attacked the plane she’d been in.

She was taken by the arm by someone in her entourage and that person led her away as the building was evacuated.

The door to the aprtment flung open as Nuclear Winter and Quake stomped into the apartment. "What the hell was that, Brim?" Nuclear Winter demanded, "We were getting crushed out there."

Brimstone strode into the room with Green Phantom over his shoulder, he still hadn't woken up from being knocked out earlier. "Relax, Nuke, we just needed to show everyone that we mean business."

"So you sent us out to attack Time Square to show people that we're around," Shock yelled as he walked into the room next. "We could have gotten caught out there."

Brimstone walked right up to Shockwave's face, "You got a problem with the way I do things....Zap?"

Shockwave's face curled into a definate sneer, "You son of a bitch."

Phoenix then took this time to step inbetween the two brothers, "Relax! Both of you!"

She then moved towards Brimstone, "It's been a long day, give them a break."

Shockwave merely turned around and walked into his room and slammed the door behind him. Nuclear Winter and Quake stayed silent through the whole encounter and when Shockwave went to his bedroom they both sat on the couch, turned on the TV and tried to wake up Green Phantom.

Brimstone then walked into his own room and layed down on his bed, "Damn son of a bitch," he mumbled under his breath. He then heard the door creak open and when he looked up, Phoenix walked into the room and sat down next to him.

"Look at you," she laughed as she grabbed for his shirt, "You're a mess."

Brimstone smiled as she pulled off his shirt to reveal parts of his ash armor that were broken off. "It's not all that bad, I've seen worse." Brimstone then noticed a cut on Phoenix's arm with a large bruise next to it, "You might need a little somthing though."

Phoenix smiled as she moved on top of Brimstone, "Is that right, stud?"

Spider-Man looked around as the Villains left and noticed the mystery women on the ground. “Are you alright?” He called as he approached the fallen woman. “What the hell did you do that for?” He frowned under his mask. “I’m sorry I wasn’t there for you.” He extended his hands to help the woman up. Gently he lifted her up from the ground and surveyed the area.

The rubble was piled up, but the damage all in all hadn’t been more then if there was a simple car accident. “We did good.” He said looking into the woman’s eyes, his hands still holding hers. “I’m your friendly neighborhood Spider-Man.” He said with a smirk under his mask. “You perform well.”

Sirens blared and Julius looked to either side of him as police cars approached. “Time to go!” he said as he pulled the women close to him in a single handed hug and raised his other arm to the sky and shot his webbing. Together they rose up to the roofline, face from interference from the police. “You have great form.” Julius gave her a once over. “Dare I ask who you are?” Julius said the women still in his arms.

"Made sense at the time." Seer replied, holding her head slightly. She shook her head to clear it and then looked at him. "I'm sorry if I'm not too good at matching you with the wordplay right now, I just had a couple thousand volts course through me, nothing too serious." Michelle noticed that his arm was still around her and then raised her eyes to his. "I'm Seer." She smiled to herself and let her arms settle around his neck. "You know, I had a really big crush on the old Spiderman." She idly traced the spider emblem on his chest, before letting her hand work its way back up to the other. She let her eyelids flutter slowly. "Always thought the man behind the mask had to be some gorgeous, good looking guy."

“I’m not in the habit of taking off my mask on the first date.” Julius said with a hushed voice. He gulped hard as he was close to the women. For a moment he appeared to be in deep thought. “So you had a crush on the old Spidey? What do you think of the new one?” He leaned as if ready to kiss her and stopped inches from her face. “I’ll tell you what the new Spider-Man things of you…” his voice trailed off.

"I think the new one's just as cocky as the old one was supposedly." She let her hands find the flap of where the mask met the rest of the suit. She felt him tense, and with her mind, sent out calming thoughts. "And what," she said, inching the mask up over his chin, "does the new," she continued it upwards until it was settled on the space between his mouth and his nose, "Spider-man think of me?" She edged it up so that it was just above his nose, but below his eyes. She lifted her mouth so that it was barely touching his. "I would hate for him to have a bad impression of me...." She trailed off.

And then he kissed her. All thought about his cover being blown left him as a calming feeling washed over his body. Their locked lips loosed from each other, Julius rhovered his lips over hers and whispered. “It would be a safe assumption if I said Spider-Man did not have a bad first impression of you.” His lips rubbed against hers as he spoke leading to him leaning back into a soulful kiss. “Not a bad second impression either. Shall we go for three?”

She smiled against his lips. "A third impression, why not?" She let her arms pull his head down lower this time and deepened the kiss. The kiss was longer and when they finally broke apart, she felt her insides do a little flip. "So uh, you going to be more common round these parts of town? A girl could be reassured that there's help hanging from the rooftop, makes her feel a little safer, just incase some people try to electrocute her."

The TV had been on for awhile before Quake and Nuclear Winter started talking, "Quake, I don't get it. Why would Brim have us attack Times Square, an area crawling with 'supes' with no real reason."

Quake shrugged his shoulders, "I don't know, but there was something not right. The whole time he left us out to dry, him and that bitch of his stood around while we had to fight Spider Man ourselves."

Nuclear Winter nodded, "I mean if it weren't for Shock taking on that other girl we probably would have been talking behind bars right now."

They both looked towards Brim's door where they heard Phoenix making some noise. "Looks like Brim and Phoenix are over this whole situation from today."

They both looked over and saw Green Phantom finally coming too, "What happened?" he asked groggily. "We got the shit kicked out of us," Quake answered, "that's what happened."

Just then the door to Shockwave's door opened and he walked out with a black hooded sweatshirt pulled over his head, "I'm going for a walk."

Quake and Nuclear Winter then looked at each other, "We're coming too."

They both grabbed long jackets and baseball hats that they pulled down over their faces. Together the three of them left the apartment and walked out of the building onto the street below. "So where you guys wanna go?" Shockwave asked.

Quake and Nuclear Winter looked at each other again, "Anywhere you do...

Julius stood stared at the woman. “I’ve always been here and I’ll always be here,” He Shot a web to a nearby building and leaned back ready to get a running start. “Your friendly neighborhood Spider-Man!”